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Unable to find work in London at the height of World War I, American chorus girl Myra Deauville resorts to prostitution to support herself. She meets her clients on Waterloo Bridge, the primary entry point into the city for soldiers on leave. During an air raid, she meets fellow American Roy Cronin, a member of the Canadian Army, and he joins Myra in her apartment.

Describing herself simply as an unemployed chorus girl, Myra gains Roy's sympathy, and he offers to pay her overdue rent. After she rejects his offer and he departs, Myra returns to the streets. The following morning, Roy returns to visit her, and landlady Mrs. Hobley lets him into her apartment. There he meets Myra's friend and neighbor Kitty, who tells him Myra needs someone to love and protect her. Myra later berates Kitty for interfering and rejects her advice to marry Roy to ensure a better future for herself.

Roy brings Myra to visit his mother Mary and sister Janet at their country estate, where he proposes to Myra, who later that night tells Mary the truth about herself. Mary is sympathetic but implores Myra not to marry Roy. The following morning, Myra slips away and returns to London by train. Eventually Roy visits her and asks her to explain her abrupt departure. Because he is on the verge of returning to the battlefields in France, he begs Myra to marry him immediately. She agrees, but escapes from her apartment through a window while he waits for her in the hallway. Seeking the rent, Mrs. Hobley enters and, believing Myra has run off to avoid her financial obligation, reveals her true profession to Roy.

Although shocked, Roy searches for Myra and eventually finds her on Waterloo Bridge, where he tells her he still loves and wants to marry her. The military police insist Roy join a truck of departing soldiers or be considered a deserter, and once he secures Myra's promises to marry him upon his return, he departs. The air raid sirens sound, and as Myra seeks shelter, she is killed by a bomb.

Robert E. Sherwood had based his play on his own wartime experiences, including a chance meeting with an American chorus girl turned streetwalker during a 1918 air raid.[1] The Broadway production opened on January 6, 1930 at the Fulton Theatre, where it ran for only 64 performances.[2] Despite the fact it was neither a critical nor commercial success, film producer Carl Laemmle, Jr. considered it a prestige project and purchased the film rights for Universal Pictures.[1]

Having been impressed by the 1930 film Journey's End, Laemmle hired its director, James Whale, to helm Waterloo Bridge. Sherwood's play had evolved into a war film in the original screenplay, and Benn Levy was hired to restore it to a character drama,[1] while Tom Reed provided "continuity and additional dialogue." [3] Because Universal was undergoing financial problems, Laemmle budgeted the film at $252,000 budget and gave Whale a 26-day shooting schedule.[1]

Rose Hobart, under contract to Universal, was assigned the role of Myra Deauville but declined it when she learned the studio did not intend to renew her contract. She was replaced by Mae Clarke, a Columbia Pictures contract player now best known to audiences as the woman whose face was the target of half a grapefruit shoved into it by James Cagney in The Public Enemy. "I think Whale saw something I know I had then", Clarke later recalled, "and that was a basic confusion and insecurity I didn't mind projecting into my work." She enjoyed working with the director, who "wanted to see what you thought of it," she said. "He wouldn't say how to do it, he would tell you what was happening." [1]

Less experienced co-star Kent Douglass, later known as Douglass Montgomery, required a great deal of attention from Whale, who shut down production for three days while he worked with the novice actor.[1] Also in the cast was Bette Davis who, in the small role of Janet Cronin, was listed second to last in the credits and was ignored by all the critics. "Perfectly logical," Davis later recalled. "I had about four lines ... I yearned all during shooting to play Myra. I could have!" [3]

Whale completed the film $50,000 under budget, and Laemmle was so impressed he gave the director the choice of any property the studio had in the planning stages. He selected Frankenstein and went on to become one of the leading directors at Universal.

Because of its controversial material, censor boards in Chicago, New York City, and Pennsylvania insisted extensive cuts be made to the film. When the Production Code was enforced in July 1934, it became impossible to re-release the original version of Waterloo Bridge.

After being stored in the studio vaults for thirty-five years, Waterloo Bridge was re-discovered in 1975, but a joint ownership agreement between MGM and Universal prevented it from being seen for another two decades.[1]

Mordaunt Hall of the New York Times called the film "a praiseworthy picture" that "is somewhat sketchy in substance, but it is acted cleverly and there is imagination in the employment of the camera and the microphone." He added, "It might have been even a more satisfactory production had Mr. Whale had full say as to the dialogue, for the lines from some of the cockney characters are occasionally a little forced. The whole narrative is an attenuated short story, with the result that parts of it are not especially interesting." [4]

Billy Wilkerson of The Hollywood Reporter said, "It is grown up entertainment, not sophisticated, but mature ... so moving and believable as to send any audience out talking and raving in appreciation." [1]